TERM NOTE
$3,000,000 New York, New York
January 6, 1997
This Term Note is executed and delivered under and pursuant
to the terms of that certain Revolving Credit, Term Loan and Security
Agreement dated as of January 6, 1997 (as amended, supplemented or modified
from time to time the "Loan Agreement") by and among BATTERIES BATTERIES,
INC., a corporation organized under the laws of the State of Delaware
("BATS"), XXXXXX ELECTRONICS, INC., a corporation organized under the laws of
the State of California ("TEI"), ADVANCED FOX ANTENNA, INC., a corporation
organized under the laws of the State of Delaware ("AFA"), SPECIFIC ENERGY
CORPORATION, a corporation organized under the laws of the State of Arizona
("SEC"), BATTERY NETWORK, INC., a corporation organized under the laws of the
State of Illinois ("BN"), W.S. BATTERY & SALES COMPANY, INC., a corporation
organized under the laws of the State of Illinois ("WSBS") and BATTERY
ACQUISITION CORP., a corporation organized under the laws of the State of New
York ("BAC") (BATS, TEI, AFA, SEC, BN, WSBS and BAC, each a "Borrower" and,
jointly and severally, the "Borrowers"), IBJ XXXXXXXX BANK & TRUST COMPANY
("IBJS"), each of the other financial institutions named in or which hereafter
become a party to the Loan Agreement (IBJS and such other financial
institutions, the "Lenders") and IBJS as agent for the Lenders (IBJS in such
capacity, the "Agent"). Capitalized terms not otherwise defined herein shall
have the meanings as provided in the Loan Agreement.
FOR VALUE RECEIVED, Borrowers, jointly and severally, hereby
promise to pay to the order of Agent for the ratable benefit of Lenders at its
offices located at Xxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other
place as Agent may from time to time designate to Borrowers in writing:
(i) the principal sum of THREE MILLION AND 00/100 DOLLARS
($3,000,000.00) payable in accordance with the terms of the Loan Agreement,
subject to acceleration upon the occurrence of an Event of Default under the
Loan Agreement, earlier termination of the Loan Agreement or earlier
prepayment as required pursuant to the terms thereof; and
(ii) interest on the principal amount of this Note from time
to time outstanding, payable at the Term Loan Rate in accordance with the
provisions of the Loan Agreement. Upon and after the declaration of an Event
of Default, and during the continuation thereof, interest shall be payable at
the Default Rate. In no event, however, shall interest hereunder exceed the
maximum interest rate permitted by law.
This Note is the Term Note referred to in the Loan Agreement
and is secured, inter alia, by the Liens granted pursuant to the Loan
Agreement and the Other Documents, is entitled to the benefits of the Loan
Agreement and the Other Documents and is subject to all of the agreements,
terms and conditions therein contained.
This Note is subject to mandatory prepayment and may be
voluntarily prepaid, in whole or in part, on the terms and conditions set
forth in the Loan Agreement.
If an Event of Default under Section 10.7 of the Loan
Agreement shall occur, then this Note shall immediately become due and
payable, without notice, together with reasonable attorneys' fees if the
collection hereof is placed in the hands of an attorney to obtain or enforce
payment hereof. If any other Event of Default shall occur under the Loan
Agreement or any of the Other Documents, which is not cured within any
applicable grace period, then this Note may, as provided in the Loan
Agreement, be declared to be immediately due and payable, without notice,
together with reasonable attorneys' fees, if the collection hereof is placed
in the hands of an attorney to obtain or enforce payment hereof.
This Note is being delivered in the State of New York, and
shall be construed and enforced in accordance with the laws of such State.
Borrowers expressly waive any presentment, demand, protest,
notice of protest, or notice of any kind except as expressly provided in the
Loan Agreement.
BATTERIES BATTERIES, INC.
XXXXXX ELECTRONICS, INC.
ADVANCED FOX ANTENNA, INC.
SPECIFIC ENERGY CORPORATION
BATTERY NETWORK, INC.
W.S. BATTERY & SALES COMPANY, INC.
BATTERY ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Vice President and COO-CEO of the
foregoing corporations
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 6th day of January, 1997, before me personally came
Xxxxxx Xxxxx, to me known, who being by me duly sworn, did depose and say that
he is the VP-COO-CFO of each of Batteries Batteries, Inc., Xxxxxx Electronics,
Inc., Advanced Fox Antenna, Inc., Specific Energy Corporation, Battery
Network, Inc., W.S. Battery & Sales Company, Inc. and Battery Acquisition
Corp., the corporations described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the each of the
respective boards of directors of said corporations.
/s/ Xxxx X. Xxxxxxx
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Notary Public
XXXX X. XXXXXXX
NOTARY PUBLIC, STATE OF NEW YORK
NO 02VA5049635
QUALIFIED IN NASSAU COUNTY
COMMISSION EXPIRES 9/18/97
